Updated & Effective Date: February 15, 2024
Welcome to Kimby. The Kimby service and network (the "Service") are operated by Kimberlite Technology, Inc., a Delaware corporation (the "Company", "we", "us", or "our"). By accessing or using our website at www.kimby.io including any subdomain(s) thereof (our “Site”), you (the “User”) guarantee to have read, understood, accepted, and be bound by these Terms of Use (“Terms”) set forth hereunder. These terms govern your access and use of the Site, the content on the Site (the “Content”), and the services made available on or through the Site (the “Services”), regardless of being a registered user or guest. By browsing, accessing, or otherwise using the services in any manner, you hereby accept, without limitation or qualification, (1) the Terms of Use and (2) the Privacy Policy for the Site. If you do not agree to the Terms of Use and the Privacy Policy, you may not access or use the Site, Content, or Services.
We offer this Site and Service only for Users that are 18 years of age or older. By using the Site and/or Service, you guarantee and warrant that, if you are a natural person, you are 18 years of age or older. If you do not meet these requirements, you violate the Terms and must not access or use the Site or Services.
The Services offered are available only for ‘Accredited Investors’ as defined in the SEC Rule 501 (“Rule 501”). To access the Services, you will need to register and provide supporting documents to prove you are an Accredited Investor. We will have to discontinue your use of Service immediately if you cannot verify the Accredited Investor status. In addition, if you are a non-US person, you are only allowed to register and access the Services if the Services do not violate any applicable laws and regulations in your jurisdiction.
In order to allow you to use certain areas of the site (“User Restricted Areas”) and Services, you will need to sign up for an account with us. We will require you to provide us with information and allow us to make any inquiries we consider necessary to be able to open an account and allow you to use our Services. You agree to provide and maintain true, accurate, current, and complete information about yourself. You represent and warrant that you are:
1. Over 18 years of age; and,
2. An Accredited Investor as per SEC Rule 501; and,
3. Not a person or entity banned from using our Site/Content/Services under the laws and regulations of the United States, your place of residence, and any other applicable jurisdiction.
You are responsible for the security and confidentiality of your account, including all activities that occur through the use of your credentials. All users are required to use a Two-Factor Authentication control to login to their account. We will not be liable for any loss or damage, direct or indirect, arising from unauthorized use of your credentials.
If you become aware of any unauthorized use, you will notify us immediately if you suspect or know of any unauthorized use or any other security breach concerning your account by emailing us at info@kimby.io.
Our Site, Content, or Services may contain links to other websites not controlled by us. We do not investigate, monitor, or check for accuracy. We are not responsible for their websites, content, or services. If you decide to go on their website, you do so at your own risk and should be aware that our terms and policies no longer govern. You should review their applicable terms and policies. We take no responsibility whatsoever concerning any relationships, transactions, or interactions exclusively between you and the applicable third party.
You will use the Site only for your own internal business purposes and for no other purpose whatsoever. Under no circumstances will you permit any unrelated third parties to use the Site or Services.
You specifically agree that each of the terms and conditions of these Terms are material and that failure to comply with any of the terms and conditions of these Terms shall constitute sufficient cause for us to immediately terminate your access to the Site and/or Services and pursue all of its rights and remedies against you under law and equity.
You agree that in using the Site and/or Services, you will not post any Content that:
You agree that in using the Site and/or Services, you will not post any Content that:
Any interaction with other Users in the Site, Content, or Services, is your responsibility and risk, but we may decide to monitor these interactions.
As a condition of your use of the Site and/or Services, you represent, warrant and covenant that:
We mainly operate online, thus, to the fullest extent permitted by the law and the Terms, we will provide all notices and communications from us to you by “Electronic means”. By using our Site, Content, or Services, you consent to receive electronically all documents, communications, transactions, disclosures, notices, contracts, tax forms, statements, disbursements, and agreements arising from or relating in any way to you, obligations, or Services under these Terms.
By using our Site and/or Services, you consent to transact business with us electronically, and you agree to submit and send communications, transactions, and disclosures electronically, via our Site, a third-party website or platform, or to the verified email address you provided during registration.
You understand and agree that all will transact relevant notices, agreements, disclosures, contracts, and other materials will be executed by electronic signatures (“E-signature(s)”). Your E-signature is the legal equivalent of your handwritten signature. You also agree that no certification authority or other third-party verification is necessary to validate your E-signature.
If you withdraw your consent regarding communications by electronic means, we reserve the right to terminate and discontinue your access to the Site and/or Services.
You understand and agree that, by using our Services, and in accordance with internal policies and applicable laws, we will undertake reasonable steps to perform Know Your Customer (“KYC”) and/or Know Your Business (“KYB”) procedures, Background checks, and verifying your ‘Accredited Investor’ status. Any of our counterparties, partners, or third-party service providers may need to conduct similar processes per their internal policies and/or applicable laws to fulfill obligations and provide services.
You understand and agree that, by using our Services, we may be collecting and interacting with confidential information regarding your accounts used to pay for the Services. You also understand that certain types of payments and transactions will require enhanced due diligence to be able to accept such payments, such as understanding sources of funds and sources of wealth. For more information, contact us at info@kimby.io.
By using our Site and/or Services, you understand that there may be fees involved. For more specific information review documents related to the Offering(s).
If you provide or make available suggestions, comments, ideas, improvements or other feedback to us or publicly about us, we will be free to disclose, reproduce, modify, license, transfer and otherwise distribute, and use and exploit any of the foregoing feedback or materials in any manner.
In using the Site and/or Services, you will have access to non-public information that can include, but is not limited to, information about our subsidiaries, partners, affiliates and their respective clients, borrowers, originators, brokers, licensors, suppliers, as well as names, financial information, business information, contractual agreements, and more (collectively, “Confidential Information”). As a condition of your access to Confidential Information, you agree to use the Confidential Information only for your personal use of the Site in accordance with these Terms, and for no other purpose whatsoever. You will not divulge, copy, release, sell, loan, review, alter or destroy any Confidential Information except as authorized adequately within the scope of your allowed activities under these Terms. You will not misuse Confidential Information or treat Confidential Information carelessly. You will safeguard Confidential Information using commercially reasonable measures but in no event measures that are less rigorous and secure as you use to protect your own most valuable confidential information. You will report activities by any individual or entity that you suspect may compromise the confidentiality of Confidential Information. You understand that you have no right or ownership of any Confidential Information. You will be responsible for your misuse or wrongful disclosure of the Confidential Information.
You understand that the security offerings are not registered with the U.S. Securities and Exchange Commission ("SEC") or with the secretary of state of the state of incorporation or your location. The security offerings are offered according to Regulation D exemption promulgated under the Securities Act of 1933 by the SEC (the "1933 Act"). Such securities are restricted, not publicly traded, and illiquid. No government agency recommended or endorsed the offerings or determined the adequacy, accuracy, or fairness. Any representation to the contrary is a criminal offence. Accordingly, you should consult with your own financial, tax, and legal advisor before making any decisions.
You understand that the website and any communication is for informational purposes only and does not constitute an offer or solicitation to buy or sell any securities or financial instruments. We do not engage in solicitation activities or offer personalized investment advice through this communication.
The Site, Content, Services, and/or these Terms may refer to Regulation D offerings (“Securities Information”). You acknowledge that any such information or other content on the Site, Content, and/or Services, does not constitute any tax, legal, financial, or investment advice, the provision or brokerage or investment banking services, or a recommendation to invest in any security. We have no special relationship with or fiduciary duty to you and your use of the Site and any Content does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting financial, tax, legal, accounting and other due diligence review on the information posted on the Site, Content, and/or Services.
You understand that we are not a registered broker-dealer, funding portal, underwriter, investment bank, or investment advisor.
You acknowledge and agree that using our Site and/or Services includes a high degree of risk. It is your responsibility to determine the suitability of using our Site and/or Services, accepting any risks associated with such decisions, including the risk of illiquidity, selling and transfer restrictions, as well as losing your investment. You should speak to your relevant advisors prior to engaging in any transaction on our Site and/or Services.
THE SITE, CONTENT, SERVICES, AND ANY THIRD-PARTY MATERIALS/SERVICES (WHICH MAY INCLUDE SUBMISSIONS), ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE SITE, CONTENT, SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE, CONTENT, SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER APPLICATION, SYSTEM, DEVICE, OR SERVICE, PROCESS OR COMPILE DATA ACCURATELY OR COMPLETELY, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND REGARDING ANY RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, CONTENT, SERVICES OR ANY OTHER MATTER. IN NO EVENT WE, OUR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY (I) FOR ANY UNAUTHORIZED MODIFICATION OF OR MISUSE OF ANY PORTION OF THE SITE, CONTENT, SERVICES, (II) FOR ANY LIABILITY RESULTING FROM USE OF THE SITE, CONTENT, SERVICES IN A MANNER NOT INTENDED UNDER THESE TERMS, (III) WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SITE, CONTENT, SERVICES, OR (IV) FOR ANY INTERRUPTION, ERRORS OR OMISSIONS IN THE SITE, CONTENT, SERVICES. NOTWITHSTANDING YOUR ACCESS TO AND USE OF THE SITE, CONTENT, SERVICES AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THE SITE, CONTENT, SERVICES (WHETHER ACCURATE OR INACCURATE), YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL RISK RELATED TO THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF SITE, CONTENT, SERVICES.
THE SITE AND/OR SERVICES ARE INTENDED FOR ACCREDITED INVESTORS ONLY. WE MAY PROVIDE ACCREDITED INVESTORS WITH THE OPPORTUNITY TO INVEST BUT WE DO NOT MAKE ANY RECOMMENDATIONS REGARDING THE APPROPRIATENESS OF ANY SPECIFIC OPPORTUNITY FOR ANY SPECIFIC USER. THE SEC HAS NOT, NOR HAVE ANY STATE SECURITIES COMMISSION, NOR ANY REGULATORY AUTHORITY, ENDORSED ANY OFFERING OF US, INVESTMENT AND/OR USE OF THE SITE, CONTENT, SERVICES.
YOU ARE ENCOURAGED TO REVIEW AND EVALUATE SITE, CONTENT, AND SERVICES AT YOUR OWN DISCRETION AND DETERMINE THE APPROPRIATENESS OF MAKING ANY INVESTMENT AT YOUR OWN DISCRETION. WE STRONGLY ENCOURAGE YOU TO COMPLETE YOUR OWN DUE DILIGENCE WITH TRUSTED ADVISORS AND LICENSED PROFESSIONALS, PRIOR TO MAKING ANY INVESTMENT. WE WILL NOT OFFER ANY INVESTMENT ADVICE, LEGAL ADVICE OR TAX ADVICE.
YOU SHOULD BE ABLE AND WILLING TO WITHSTAND THE ENTIRE LOSS OF YOUR INVESTMENTS. INVESTMENTS ARE SPECULATIVE IN NATURE. NO AGENCY (FDIC, SEC, ETC.) OR ANY BANK, INSURES ANY INVESTMENTS VIA THE SITE/CONTENT/SERVICES.
USE OF THE SITE, CONTENT, SERVICES DOES NOT CONSTITUTE AN OFFER BY US TO SELL, SOLICIT OR MAKE AN OFFER TO BUY ANY INVESTMENT VIA THE SITE,CONTENT, OR SERVICES.
YOU MUST COMPLETE A VERIFICATION PROCESS IN ORDER TO BE VERIFIED AS AN “ACCREDITED” INVESTOR. YOU WILL BE REQUIRED TO CERTIFY THAT YOU ARE AN ACCREDITED INVESTOR, AND WILL BE REQUIRED TO PROVIDE DOCUMENTATION PROVING ACCREDITATION FOR VERIFICATION PURPOSES. YOU WILL ALSO HAVE TO VERIFY, BY ACKNOWLEDGEMENT, THAT YOU HAVE RECEIVED AND HAVE READ ALL MATERIALS RELATED TO THE SITE, CONTENT, AND/OR SERVICES, PRIOR TO THE COMPLETION OF ANY INVESTMENT. THE INFORMATION CONTAINED VIA THE SITE, CONTENT, AND/OR SERVICES IS NOT A SUBSTITUTE FOR A THOROUGH DUE DILIGENCE INVESTIGATION. WE MAKE NO WARRANTY OR REPRESENTATION, WITH RESPECT TO ANY INVESTMENT OR THE FUTURE PROJECTED FINANCIAL PERFORMANCE OF ANY INVESTMENT. THE INFORMATION PRESENTED WILL BEEN OBTAINED FROM SOURCES WE BELIEVES TO BE RELIABLE; HOWEVER, WE MAKE NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED VIA THE SITE, CONTENT, AND/OR SERVICES. YOU MUST TAKE APPROPRIATE MEASURES TO VERIFY ALL OF THE INFORMATION PROVIDED VIA THE SITE, CONTENT, AND/OR SERVICES.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THERE IS NO GUARANTEE THAT INVESTMENTS WILL RESULT IN PROFITS OR THAT THEY WILL NOT RESULT IN LOSSES. VARIOUS STATEMENTS CONTAINED ON THE SITE, CONTENT, SERVICES, INCLUDING THOSE THAT EXPRESS A BELIEF, EXPECTATION OR INTENTION, AS WELL AS THOSE THAT ARE NOT STATEMENTS OF HISTORICAL FACT, ARE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY INCLUDE PROJECTIONS AND ESTIMATES CONCERNING THE TIMING AND SUCCESS OF STRATEGIES, PLANS OR INTENTIONS. WHILE WE CONSIDER THESE EXPECTATIONS AND ASSUMPTIONS TO BE REASONABLE, THEY ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, REGULATORY AND OTHER RISKS, CONTINGENCIES AND UNCERTAINTIES, MOST OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND OUR CONTROL AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO CONFORM TO ACTUAL RESULTS OR CHANGES IN OUR EXPECTATIONS, UNLESS REQUIRED BY APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, WE SHALL HAVE NO LIABILITY TO YOU AND ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES, OF ANY NATURE WHATSOEVER IN ANY WAY RELATED TO THESE TERMS.
IN THE EVENT THAT THE LAWS OF A RELEVANT JURISDICTION DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, YOU AGREE THAT IN NO EVENT SHALL OUR LIABILITY FOR SUCH DAMAGES OR LIABILITIES, IN THE AGGREGATE, EXCEED ONE HUNDRED DOLLARS ($100.00).
YOU SHALL BE TIME-BARRED FROM BRINGING ANY CLAIM AGAINST US, OUR LICENSORS AND/OR EACH OF THEIR SUPPLIERS IN CONNECTION WITH THESE TERMS MORE THAN ONE (1) MONTH AFTER THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED.
IN NO EVENT WE, OUR AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, LENDERS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, NOR ANY OF OUR REPRESENTATIVES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ORDINARY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR COVER DAMAGES, LOSS OF PROFITS, REVENUES OR GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR DELAY IN PERFORMANCE, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY OF LIABILITY, FROM OR IN CONNECTION WITH THESE TERMS, SITE, CONTENT, SERVICES, OR TECHNOLOGY PROVIDED HEREUNDER, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR HAS CONSTRUCTIVE KNOWLEDGE OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
Without limiting the generality of other provisions of these Terms, you agree to release, defend, indemnify and hold harmless us and our subsidiaries, affiliates, partners, suppliers, lenders, licensors, or service providers, and in each case, their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) from and against any and all loss, liability, damage, cost or expense suffered or sustained by an Indemnified Party by reason of, arising out of or in connection with: (i) any acts, omissions or alleged acts or omissions arising out of or in connection with the Site, Content, Services, or Technology; and (ii) your use of the Site, Content, Services, or Technology; and (iii) your failure to comply with any applicable laws and regulations; (iv) your negligence, willful misconduct and fraud, and/or (v) your breach of any representations, warranties, covenants and/or other obligations set forth in these Terms. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
If you are a California resident you waive the California Civil Code Section 1542. You specifically waive application of California Civil Code Section 1542 and certify that you have read the following provision of California Civil Code Section 1542 which provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor”. If you are resident of another jurisdiction, you waive any similar, comparable statute, doctrine or law.
This Section will survive any expiration or termination of your use of the Site, Content, Services, or Technology.
By using this Site, Content, Services, and/or Technology, you agree to our Privacy Policy. While we value your privacy, we may have to disclose your information to third parties to be able to fulfil our obligations, provide services, and comply with applicable laws.
Nothing contained in the Site, Content, Services, and/or these Terms shall be deemed by the parties to establish any partnership or joint venture between the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of the other party.
No person or entity who is not a party to these Terms shall have any rights or remedies under or in connection with these Terms.
Unless otherwise required by law, you agree that we may send you any notice or information in electronic form to any email address we have on file. We may also deliver notices, communications or other information verbally, whether in person, over the telephone, or by other electronic communication means. Notices will be deemed given and received on the transmission date of the e-mail. If we send you any notice, communication, or other information but you do not receive it because the mail address in our files file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive the notice, communication, or other information, we will be deemed to have provided the notice, communication, or other information to you.
We shall not be responsible for any failure or delay in the performance of the Site, Content, Services, and/or Technology under these Terms arising out of, directly or indirectly, by circumstances beyond our reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication service, accidents, labor disputes, acts of civil or military authority, governmental actions, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Equitable Remedies. You agree that (i) the covenants set forth herein are reasonable and necessary for the protection of our business interests, (ii) irreparable injury will result to us if you breach these Terms, and (iii) in the event of any actual or threatened breach of these Terms, we will have no adequate remedy at law. Accordingly, you agree that, in the event of any actual or threatened breach of these Terms, we will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. Such remedy shall not be exclusive of any other remedies available to us, nor shall it be deemed an election of remedies by us, the parties having agreed that all remedies are to be cumulative. Expenses, attorneys' fees and costs incurred in any such litigation shall be borne by the non-prevailing party. The parties irrevocably consent to the exclusive personal and subject matter jurisdiction of the federal and state courts located in the State of Delaware for purposes of any action for injunctive relief pursuant to this Section.
Export Controls. The Site, Content, Services and/or Technology provided or made available under these Terms may be subject to export controls under the U.S. Export Administration Regulations (EAR) and the requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Controls’ (OFAC) sanctions programs, including the Specially Designated Nationals List (collectively, the “Controls”). You agree to (i) comply with all legal requirements established under the Controls; (ii) cooperate fully with us, our licensors and suppliers in any official or unofficial audit or inspection that relates to the Controls; and (iii) not export, re-export, divert or transfer, directly or indirectly, the Site, Content, Services, or otherwise enter into any transaction or engage in any other activities with, any country, territory, person or entity restricted or targeted by the Controls, unless such export, re-export, diversion, transfer, transaction, or activity is authorized under the Controls. You represent and warrant that: (i) neither you, your affiliates nor any of your or their respective affiliates, subsidiaries, or any director or corporate officer of any of the foregoing entities, is the subject of any OFAC sanctions; and (ii) no such entity is 50% or more owned or controlled, directly or indirectly, by any person or entity that is the subject of any OFAC sanctions. Your breach of this Section will be deemed an irremediable material breach of these Terms.
Severability. Except as otherwise set forth in these Terms, the provisions of these Terms are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
Integration. These Terms constitutes the entire agreement between the parties relating to the subject matter contained herein and terminate and supersede all prior or contemporaneous representations, promises, warranties, covenants, undertakings, discussions, negotiations, and agreements, whether written or oral, other than those expressly contained in these Terms. Any additional or different terms and conditions will not apply. Notwithstanding the foregoing, these Terms will not terminate or supersede any operating agreements, shareholder agreements or similar documents representing an enhanced relationship between the parties.
Waiver. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.
Headings. The headings to the Sections of these Terms are included merely for convenience of reference and shall not affect the meaning of the language included therein.
Termination or expiration. Sections 6 through to 32 will survive any termination of expiration of your use of the Site, Content, and/or Services.
These Terms shall be governed, construed and interpreted exclusively in accordance with the internal laws of the State of Delaware without regard to the conflicts of laws or choice-of-law provisions therein.
Subject to our right to seek injunctive relief pursuant to the Section 27 of these Terms, any dispute (in contract, tort or otherwise) arising out of, in connection with, or relating to the Site, Content, Services, or these Terms (including, without limitation, any controversy or claim relating to the interpretation, applicability, construction, performance, enforceability or formation of these Terms and/or the enforceability of this arbitration provision) shall be resolved amicably within fifteen (15) Business Days. In the event that the dispute is not resolved amicably it will be resolved exclusively by binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall be a former or retired judge. The award or decision rendered by the arbitrator (including liability for the legal costs and expenses of the party that substantially prevails in the dispute as set forth below) shall be final, binding, and conclusive and any court of competent jurisdiction may enter judgement upon such record. The award of the arbitrator shall include the payment of all costs and expenses including, without limitation, attorney fees, arbitration fees and all other legal fees, costs and expenses relating to the dispute, incurred by the party that the arbitrator determines substantially prevailed in the dispute, subject to the arbitrator’s sole determination. The parties hereto irrevocably agree that all proceedings connected with the arbitration, including hearings, shall be held exclusively in the City of New York, borough of Manhattan or via videoconference.
Claims are subject to arbitration regardless of whether they arise from contract, tort or otherwise. The scope of this provision is to be given the broadest possible interpretation that is enforceable.
Unless otherwise provided in these Terms or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.
This arbitration provision shall survive suspension, termination, revocation, closure, or amendments to these Terms and relationship of the parties; bankruptcy or insolvency of any party hereto or other parties; and any transfer of any securities to any other party.
This Section will survive any expiration or termination of your use of the Site, Content, Services, or Technology.
You hereby irrevocably waive any and all your rights to trial by jury in any legal proceeding arising out of or related to the Site, Content, Services, and/or these Terms.
The English language will be controlling in all respects. All communications to be made or given pursuant to the Site, Content, Service or these Terms will be in the English language.
We may revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them to the Website. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes at all times without prior notice. We expect you to check this page from time to time, so you know any changes, as they are binding on you.
Please visit the FAQs for more information. You may also contact us via email at info@kimby.io.